Bylaws

EASTERN REGIONAL INTERSTATE CHILD SUPPORT ASSOCIATION (ERICSA)

(formerly the Eastern Regional Uniform Reciprocal
Enforcement of Support Association – ERURESA)

AMENDED BYLAWS AS ADOPTED ON APRIL 25, 1985
(Amended May 21, 1987; May 19, 1986; June 15, 1989; May 10, 1990;
May 5, 1991; May 4, 1996; May 3, 1997; May 20, 1999; May 25, 2000; May 20, 2004 and April 2006)

ARTICLE I. NAME

Section 1. The name of this organization shall be the Eastern Regional Interstate Child Support Association (ERICSA), hereinafter referred to as The Association, a not-for-profit corporation established for the educational benefit of members in all states and territories of the United States . The Eastern Regional Interstate Child Support Association is the successor to the Eastern Regional Conference on Uniform Reciprocal Enforcement of Support, which is the successor to the Northeastern Regional Conference on Uniform Reciprocal Enforcement of Support, providing training on family support enforcement since 1963 and every year thereafter.

ARTICLE II. PURPOSES

Section 1. The family is the basic unit of our society; therefore, in consideration of this fundamental fact, the primary purpose of the Association is to provide, operate and maintain, without profit to the Association or its members, annual conferences which shall include training seminars for the discussion of interstate, state and local problems; to advance, educate, and improve efforts of federal, state and local governments and their employees in the field of family support enforcement; to ensure effective implementation of federal and state family support laws, with emphasis on the Revised Uniform Reciprocal Enforcement of Support Act and its successor, the Uniform Interstate Family Support Act, long arm jurisdiction and administrative enforcement across state lines; to further a sound working relationship between various states, state and local agencies, public officers, attorneys, legislators and decision-makers who work in the field of family support; to afford members an opportunity to develop new and better means of communication; and to recommend changes to legislation and regulations concerned with the welfare of children and families, especially in the area of paternity and child support.

Section 2. This Association is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code).

ARTICLE III. MEMBERSHIP

Section 1. The membership of the Association shall consist of public officers representing federal, state and local jurisdictions in the establishment and enforcement of child support obligations, private practitioners, individuals from the private sector, and others who, by their profession or interest, are involved in the child support program and who have paid their annual dues either through the registration fee of the annual conference or separately by direct payment. Such membership shall continue until the next annual conference. Upon recommendation by the Nominations Committee pursuant to Section 3 of Article VII, the Board of Directors may appoint honorary members of the Board provided they serve to fulfill the purposes of the Association. Upon recommendation by the Nominations Committee pursuant to Section 3 of Article VII, the Board of Directors may appoint lifetime members of the Association who shall be exempt from the payment of both the annual dues and the registration fee of the annual conference.

Section 2. Dues paying members, and lifetime members appointed by the Board pursuant to Section 1 of Article III, shall be entitled to all benefits that may be derived from the Association's activities, including a mailing list of the conference attendees, a list of the members of the Board of Directors and notification of the upcoming annual conference and any other training opportunities sponsored by the Association.

Section 3. The Board of Directors shall establish the amount of membership dues, as appropriate, for members who pay their dues directly rather than through the registration fee for the annual conference.

Section 4. Duly recognized members may, upon recognition of the Chair, speak on items germane to the Association.

ARTICLE IV. OFFICERS

Section 1. The officers of the Association shall be elected by the membership present at the annual conference and shall consist of the President, President-Elect, 1 st Vice-President, 2 nd Vice-President, Secretary and Treasurer. Each officer shall serve a one-year term which shall expire upon the election of the officer's successor. Each officer shall be eligible for re-election.

Section 2. The President shall preside at all annual meetings of the Association and at all meetings of the Board of Directors and the Executive Committee; shall make an annual report to the membership concerning the activities of the Association; and shall appoint members and designate chairpersons of such committees as may be necessary to promote the purposes of the Association. In the event that an officer of the Association vacates the office for any reason, the President shall appoint a successor from among the current officers or members of the Board of Directors. The appointed successor shall hold office until the term of office expires and an election is held at the next annual meeting of the Association.

Section 3. The President-Elect shall assist the President; shall serve as chairperson of the Program Committee for the upcoming annual conference; and shall assume the duties of the President during the absence or incapacity of the President or when any vacancy occurs in the office of the President.

Section 4. The 1 st Vice-President shall assist the President; shall make all necessary contacts and arrangements for catering and entertainment at the site location of the upcoming annual conference; serve as President in the absence or incapacity of the President and the President-Elect; and shall perform such duties for the Association that will promote its purposes.

Section 5. The 2 nd Vice-President shall be responsible for fundraising and shall pursue and coordinate exhibition sales and sponsorships. The 2 nd Vice-President shall also oversee the development and marketing of certain Association products to generate revenue for the purposes of this Association.

Section 6. The Secretary shall: maintain and distribute to each member of the Board of Directors a list of the members of such Board and the manner in which each member may be contacted; on an annual basis, order and distribute to each member of the Board new letterhead; prepare and submit to the President minutes of the meetings of the Board of Directors, the Executive Committee and the annual conference; prepare a written report to the Board concerning the status of registration for the annual conference; maintain a list of lifetime members of the Association appointed by the Board pursuant to Section 1 of Article III, maintain a membership list for use as directed; maintain records of meetings, correspondence, publications of the Association, and copies of the Treasurer's reports and, upon expiration of his or her annual term of office, provide all such documents to the chairperson of the Archives Committee; and shall take the place of the President in the event the President, the President-Elect, and the Vice-President are absent or unable to serve.

Section 7. The Treasurer shall be responsible for the financial concerns of the Association, and shall submit to the Board of Directors and the members of the annual conference a report of the fiscal affairs of the Association.

Section 8. All officers of the Association shall constitute an Executive Committee that shall have the authority to carry on the routine business of the Association, and to make policy decisions on legislative, regulatory, and emergency matters between meetings of the Board of Directors. Any decisions made by the Executive Committee shall be subject to ratification by the Board of Directors at the next meeting of the Board.

ARTICLE V. BOARD OF DIRECTORS

Section 1. The Board of Directors constitutes the governing body of the Association and is composed of the current officers, the immediate past President, and fifteen (15) other persons representative of the Association. Each member of the Board shall be entitled to one vote. All members of the Board shall be dues paying members of the Association.

Section 2. Members of the Board shall be elected at the annual conference of the Association from a list of qualified Association members submitted by the Nominations Committee. Each of the fifteen (15) persons referred to in Section 1 of Article V shall be elected to serve for a two (2) year term of office; provided, however, that in accordance with Section 1 of Article IV, each officer shall serve a term of one year concurrent with his or her term of office. Each Board member shall actively discharge the assigned responsibilities of at least one of the standing committees referred to in Article IX and shall attend at least the mid-year meeting of the Board each year. Attendance at the mid-year meeting shall be mandatory for all Board members; provided, however, that the Executive Committee may excuse absence from the mid-year meeting for good cause shown. Upon expiration of the term of office, each member of the Board of Directors shall be eligible for re-election; provided, however, that no member shall serve more than three consecutive two-year terms.

Section 3. The President shall appoint a successor for any Board member who vacates the office for any reason. The appointed Board member shall serve until the next election at the annual meeting of the Association.

Section 4. The Board shall have the authority to carry on the routine business of the Association between regular annual meetings. In accordance with Section 8 of Article IV, the Board shall have authority to consider and, as appropriate, ratify any decision made by the Executive Committee between meetings of the Board.

Section 5. The Board shall meet at least twice a year at the call of the President. One of the meetings of the Board shall be held just prior to the annual meeting of the Association. The Board shall also hold a mid-year meeting at which attendance by all Board members shall be mandatory, subject to such exceptions described in Section 2 of this Article. A meeting of the Board may also be called at the request of ten (10) members.

Section 6. A majority of voting members of the Board, as described in Section 1 of this Article, shall constitute a quorum.

Section 7. The Board of Directors, at the meeting of the Board that immediately precedes the Association's Annual Conference, shall appoint an Honorary Board for a one (1) year term, commencing at the conclusion of the Conference. The Honorary Board shall include not more than eight (8) members, five (5) of whom shall be selected by the Board to assist in carrying out the purposes of the Association and three (3) of whom shall be past presidents of the Association who have completed their one-year term as immediate past president of the Association within the past three (3) years. Honorary Board members may not vote but shall attend at least the mid-year meeting of the Board each year and may speak on items germane to the Association. Attendance at the mid-year meeting shall be mandatory for all Honorary Board members; provided, however, that the Executive Committee may excuse absence from the mid-year meeting for good cause shown. The Honorary Board shall be announced to the members of the Association at the annual meeting. Each member of the Honorary Board shall serve as a mentor for a new Board member if designated by the immediate Past President.

Section 8. The Presidents, or their designees, of the National Council of Child Support Directors, the National Child Support Enforcement Association, the Western Interstate Child Support Enforcement Council and the National Tribal Support Association shall serve as ex-officio members of the Board, without voting rights.

ARTICLE VI. GENERAL STANDARDS

Section 1. General Standards for Members of the Board of Directors.

1. A member of the Board of Directors shall discharge his or her duties as a member of the Board of Directors and, as the case may be, as an officer, including his or her duties as a member of a committee,
   1. in good faith;
   2. with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
   3. in a manner the Board member reasonably believes to be in the best interests of the Association.
2. In discharging his or her duties, a Board member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: one or more officers, employees of the Association or other individuals whom the Board member reasonably believes to be reliable and competent in the matters presented.
3. A Board member is not acting in good faith if the Board member has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
4. A Board member is not liable for the performance of the duties of his or her office if the Board member acted in compliance with this section.

Section 2. Board Member Conflict of Interest.

1. No Board member may participate in or cast a vote on any transaction in which he or she has a conflict of interest, i.e., a transaction with the Association in which a member of the Association's Board of Directors has a direct or indirect interest.
2. A transaction in which a Board member has a conflict of interest may be approved in advance by the vote of the Board of Directors or a committee of the Board if:
1. the material facts of the transaction and the Board member's interest are disclosed or known to the Board or a committee of the Board; and
2. the Board members approving the transaction in good faith reasonably believe that the transaction is fair to the Association; and
3. the Board member with the conflict of interest does not cast a vote concerning the transaction.
   3. For purposes of subsection (b), a transaction in which a Board member has a conflict of interest may be authorized, approved, or ratified, if it receives the affirmative vote of a majority of the members of the Board or of the committee of the Board, who have no direct or indirect interest in the transaction; provided, however, that a transaction may not be authorized, approved, or ratified under this section by a single Board member. If a majority of the Board members who have not direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, and a quorum is present for the purpose of taking action under this section, the presence of, or a vote cast by, a Board member with a direct or indirect interest in the transaction does not affect the validity of any action taken if the transaction is otherwise approved as provided in subsection (b).

Section 3. Loans to or Guarantees for Members of the Board of Directors and Officers.

1. The Association may not lend money to or guarantee the obligation of a member of the Board of Directors or an officer of the Association.
2. The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

ARTICLE VII. STANDING COMMITTEES

Section 1. There shall be nine (9) permanent standing committees, to wit: Program Committee, Nominations Committee, Resolutions and Bylaws Committee, Site Selection Committee, Registration [Committee,] and Membership Committee, Legislation and Policy Committee, Audit Committee, Technology Committee and Archives Committee. There shall be such other standing committees as determined by the Association upon recommendation of the Board of Directors. With the exception of the Program Committee, the chairperson of each committee shall be selected by the President from the Board of Directors. The committee members shall be appointed by the chairpersons. The committees shall hold as many meetings as are necessary to perform the mandates required of them. In addition to the mandates specified in this Article, the mandates of each committee shall include additional responsibilities as the Board may determine appropriate.

Section 2. The Program Committee shall prepare and formulate the agenda for the annual conference and shall be responsible for promotion of the conference, selection of the speakers and program content, and on-site coordination or plenary and workshop sessions. The President-Elect shall serve as chairperson of the Program Committee and shall appoint members of the Association to serve on this committee as needed.

Section 3. The Nominations Committee shall submit the names of qualified members of the Association to serve as officers and members of the Board of Directors for ensuing year(s) and refer the names of such members to the Board of Directors for their consideration at their meeting held at the annual conference. Thereafter, the Board of Directors shall submit a list of officers and Board members to the Association for approval at the annual meeting. The Committee, in making its submission, shall consider only those individuals who have been active members of the Association for at least one (1) year.

Section 4. The Nominations Committee shall recommend not more than five (5) persons to serve as members of the Honorary Board of Directors and such persons shall serve in accordance with Section 7 of Article V. The Committee shall also determine and report to the Board, which past presidents of the Association who have completed their one-year term as immediate past president of the Association within the past three (3) years agree to serve as a member of the Honorary Board for the following year.

Section 5. The Nominations Committee may also recommend to the Board not more than two (2) individuals who have made outstanding contributions to the Association or the child support community to be lifetime members of the Association under Section 1 of Article 3.

Section 6. The Resolutions and Bylaws Committee shall receive, consider and draft proposed resolutions to be submitted to the Association for adoption by the Association at its annual meeting or, if the resolution must be acted upon between regular annual meetings, adoption by the Board of Directors pursuant to Section 4 of Article V; provided, however, that if the resolution must be acted upon between meetings of the Board, the Committee shall submit the resolution for adoption by the Executive Committee pursuant to Section 8 of Article IV. The Resolutions and Bylaws Committee shall also periodically review the bylaws of the Association and report to the Board at its mid-year meeting the results of its review. As necessary, the Committee shall solicit recommended changes to the bylaws and draft amendments to the bylaws in accordance with such recommendations. In accordance with Section 1 of Article .IX, such revisions shall be distributed to Board members for consideration, comment and evaluation in advance of any meeting at which such revisions may be reported or voted upon.

Section 7. The Site Selection Committee shall propose to the Board of Directors at its mid-year meeting each year, one or more sites for the annual conference and for future annual conferences. In making its proposal, the committee shall have considered (1) geographic location in relation to past conference sites; (2) acceptable hotel accommodations, costs, and travel means; and (3) the need for providing a seminar to participants in the area. Upon approval by the Board of Directors, the Site Selection Committee chairperson may bind the Association to all commitments at the site, including the hotel reservation.

Section 8. The Registration and Membership Committee shall coordinate all pre- and post-registration activities for the annual conference. This includes acceptance of registration monies and dissemination of registration receipts, nametags, pre-and post-certificates, conference packets, and other materials as they pertain to the annual conference. The committee shall prepare a report concerning the financial status of registration for the annual conference. The Committee shall submit the report to the Treasurer within thirty (30) days of the close of the annual conference.

Section 9. The Registration and Membership Committee shall be responsible for the maintenance of two lists: a membership list comprised of all individuals in current good standing as members of this Association; and, for the prior two years, a mailing list of individuals, organizations and agencies who may or may not be current members of this Association, but may have an interest in its activities. The chairperson of the committee shall: respond to inquiries prompted by the conference brochure; upon request, send brochures to state and national organizations; and promote membership in the Association among child support professionals, members of the private sector, the media and the general public.

Section 10. The Legislation and Policy Committee shall analyze and provide comment and recommended responses to the Board on current or proposed legislation, regulation, policy or such other matters that would affect the Purposes of the Association specified in Section 1 of Article II.

The Legislation and Policy Committee shall receive, consider and draft proposed policy statements, position papers, and fact sheets to support legislative or policy initiatives.

• Policy statements reflect ERICSA’s stand on broad child support issues. Their purpose is to educate and to advocate for a particular policy. Their audience may be Congress, OCSE, the Child Support Community, or other Targeted Entities. Policy statements are to be submitted to the Association for adoption by the Association at its annual meeting or, if the policy statement must be acted upon between regular annual meetings, adoption by the Board of Directors pursuant to Section 4 of Article V; provided, however, that if the policy statement must be acted upon between meetings of the Board, the Committee shall submit the policy statement for adoption by the Executive Committee pursuant to Section 8 of Article IV.
• Position papers reflect the underlying and detailed background of a specific issue. Position papers can be developed based upon existing ERICSA policy statements, in conjunction with a new policy statement, or as a stand alone document. Position papers will be submitted to the Executive Committee for consideration and approval. Stand-alone position papers shall be submitted to the Board at mid-year or annual meetings to determine if a Board or Association policy statement should be drafted and ratified.
• Fact Sheets are developed to provide an existing policy statement or position paper in an abbreviated format. They can be issued by either the Executive Board or the Legislation and Policy Committee.
• Policy statements of the Association should be reviewed every 3 years to ensure that they continue to reflect the Association’s position. If a policy statement is no longer reflective of the current position of the Association, it needs to be brought back to the Board for reconsideration.

Section 11. Prior to the mid-year Board meeting and the annual meeting, the Internal Audit Committee shall examine the financial records of this Association. This examination shall include, but not be restricted to, comparing third-party receipts and documentation to expenditure transactions, and sources of deposits with total deposits as indicated by supporting bank statements. The Committee shall report the results of its audit and examination to the Board at the Board's mid-year and annual meetings.

Section 12. The Technology Committee shall identify technology that has the potential for improving the productivity of the Board and/or the Association in carrying out its mission and responsibilities. Additionally, the Committee shall identify standards related to the procurement of applicable technology to ensure compatability, and purchase technology as directed by the Board.

Section 13. The Archives Committee shall receive from the Secretary the documents specified in Section 6 of Article IV and shall gather, organize and maintain such documents and other pertinent information as it relates to the historical perspective and development of this Association. This information shall be continually updated and organized and shall be part of the regular exhibition at each annual training conference.

ARTICLE VIII. PARLIAMENTARY AUTHORITY

Section 1. Except where in conflict with these bylaws or applicable state or federal law, Robert's Rules of Order shall be the parliamentary authority of the Association.

ARTICLE IX. AMENDMENTS

Section 1. Proposals to amend the bylaws of the Association must be in writing and presented to the Board of Directors for consideration. Upon favorable determination by the Board, it shall make a report to the Association at its next meeting, whereafter the Association shall vote on the amendments.

Section 2. The bylaws may be amended at a meeting of the Association by a two-thirds vote of all members present.

ARTICLE X. LIABILITY OF BOARD MEMBERS

Section 1. A volunteer Board member of the Association shall not be personally liable to the Association, its Board of Directors, or its shareholders or members, if such exist, or for monetary damages for a breach of the Board member's fiduciary duty, excepting those liabilities arising due to:

1. Any breach of the Board member's duty of loyalty to the Association, its Board of Directors, or its shareholders or members, if such exist;
2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
3. A violation of Section 551(1) of the Nonprofit Corporation Act of the State in which the Association is incorporated;
4. A transaction from which the Board member derived an improper personal benefit;
5. An act or omission occurring before June 15, 1989;
6. An act or omission that is grossly negligent.

Section 2. If, after the adoption of this article by the Board of Directors of the Association, the Nonprofit Corporation Act of the State in which the Association is incorporated is hereafter amended to further eliminate or limit the liability of a volunteer Board member, then a Board member of the Association (in addition to the circumstances in which a volunteer Board member is not personally liable as set forth in the preceding paragraph) shall not be liable to the Association, its directors, or its shareholders or members, if such exist, to the fullest extent permitted by the Nonprofit Corporation Act, as amended, of the State wherein the Association is incorporated.

Section 3. Any repeal or modification of this article by the Board of Directors of the Association shall not adversely affect any right or protection of a volunteer member of the Association's Board of Directors existing at the time of such repeal or modification.

Section 4. The Association shall assume all liability to any person other than the Association, its Board of Directors, or its shareholders or members, if such exist, for all acts or omissions of a volunteer Board member within the scope of his or her duties on or after June 15, 1989.

Section 5. Any claim for monetary damages based upon an alleged breach of a volunteer Board members' duty to any person other than the Association, its directors, or its shareholders or members, if such exist, shall not be brought or maintained against a volunteer Board member. Such a claim shall be brought or maintained only against the Association, which shall be liable for the breach of the volunteer Board member's duty.

ARTICLE XI. DISSOLUTION OF THE ASSOCIATION

Upon the dissolution of the Association, the Board of Directors, after paying or making provision for payment of all the liabilities of the Association, shall dispose of all of the assets in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

April 2006